UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

     [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     For the Quarter Ended September 30, 2009. Commission File Number 1-9720

                                       OR
     [ ]        TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


             For the Transition Period From __________ to __________
                        Commission File Number __________

                           PAR TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                   16-1434688
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)


PAR Technology Park
8383 Seneca Turnpike
New Hartford, NY                                     13413-4991
(Address of principal executive offices)             (Zip Code)


     Registrant's telephone number, including area code: (315) 738-0600

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

     Indicate by check mark whether the registrant has submitted  electronically
and  posted on its  Corporate  Web site,  if any,  every  Interactive  Data File
required  to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T
during the preceding 12 months (or for such shorter  period that the  registrant
was required to submit and post such files). Yes [ ] No [ ]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated  filer, a non-accelerated  filer, or a smaller reporting company.
See the definitions of "large  accelerated  filer" and  "accelerated  filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. Large Accelerated
Filer [ ]  Accelerated  Filer [X]  Non-Accelerated  Filer [ ] (Do not check if a
smaller reporting company) Smaller Reporting Company [ ]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ]  No [X]

     The number of shares outstanding of registrant's  common stock, as of as of
October 31, 2009 - 14,786,940 shares.



<PAGE>
                           PAR TECHNOLOGY CORPORATION


                                TABLE OF CONTENTS
                                    FORM 10-Q


                                     PART I
                              FINANCIAL INFORMATION


   Item Number
   -----------

      Item 1.    Financial Statements (unaudited)
                 -  Consolidated Statements of Operations for
                    the three and nine months ended September 30, 2009 and 2008

                 -  Consolidated Statements of Comprehensive Income (Loss)
                    for the three and nine months ended September 30, 2009
                    and 2008

                 -  Consolidated Balance Sheets at September 30, 2009 and
                    December 31, 2008

                 -  Consolidated Statements of Cash Flows
                    for the nine months ended September 30, 2009 and 2008

                 -  Notes to Unaudited Interim Consolidated Financial Statements

      Item 2.    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations

      Item 3.    Quantitative and Qualitative Disclosures About Market Risk

      Item 4.    Controls and Procedures

                                     PART II
                                OTHER INFORMATION



      Item 1A.   Risk Factors

      Item 4.    Submission of Matters to a Vote of Security Holders

      Item 5.    Other Information

      Item 6.    Exhibits

      Signatures

      Exhibit Index

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>

                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
                                   (unaudited)


                                                          For the three months            For the nine months
                                                           ended September 30,             ended September 30,
                                                      ----------------------------   ----------------------------
                                                           2009          2008            2009             2008
                                                      -------------  -------------   ------------    -------------
<S>                                                   <C>             <C>             <C>             <C>
Net revenues:
     Product ......................................   $     15,222    $     20,918    $     52,637    $     58,566
     Service ......................................         17,011          19,155          56,057          53,299
     Contract .....................................         17,681          17,894          56,147          55,443
                                                      ------------    ------------    ------------    ------------
                                                            49,914          57,967         164,841         167,308
                                                      ------------    ------------    ------------    ------------
Costs of sales:
     Product ......................................         10,025          12,016          34,578          34,053
     Service ......................................         11,886          14,466          39,747          39,826
     Contract .....................................         16,598          16,924          53,062          52,477
                                                      ------------    ------------    ------------    ------------
                                                            38,509          43,406         127,387         126,356
                                                      ------------    ------------    ------------    ------------

           Gross margin ...........................         11,405          14,561          37,454          40,952
                                                      ------------    ------------    ------------    ------------
Operating expenses:
     Selling, general and administrative ..........          8,579           9,121          26,821          26,924
     Research and development .....................          3,771           3,560          10,127          11,571
     Amortization of identifiable intangible assets            371             388           1,104           1,167
                                                      ------------    ------------    ------------    ------------
                                                            12,721          13,069          38,052          39,662
                                                      ------------    ------------    ------------    ------------

Operating income (loss) ...........................         (1,316)          1,492            (598)          1,290
Other income, net .................................             12             216             274             759
Interest expense ..................................           (106)           (275)           (328)           (745)
                                                      ------------    ------------    ------------    ------------
Income (loss) before provision for income taxes ...         (1,410)          1,433            (652)          1,304
(Provision) benefit for income taxes ..............            632            (605)            359            (547)
                                                      ------------    ------------    ------------    ------------
Net income (loss) .................................   $       (778)   $        828    $       (293)            757
                                                      ============    ============    ============    ============
Earnings (loss) per share
     Basic ........................................   $      (0.05)   $        .06    $      (0.02)   $        .05
     Diluted ......................................   $      (0.05)   $        .06    $      (0.02)   $        .05

Weighted average shares outstanding
     Basic ........................................         14,544          14,440          14,506          14,404
                                                      ============    ============    ============    ============
     Diluted ......................................         14,544          14,823          14,506          14,787
                                                      ============    ============    ============    ============
</TABLE>

See notes to unaudited interim consolidated financial statements


<PAGE>


<TABLE>
<CAPTION>


                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                 (in thousands)
                                   (unaudited)


                                                           For the three months          For the nine months
                                                           ended September 30,            ended September 30,
                                                      ---------------------------    -----------------------------
                                                          2009            2008           2009            2008
                                                      ------------    -----------    ------------    -------------

<S>                                                   <C>             <C>             <C>             <C>
Net income (loss)                                     $       (778)   $        828    $       (293)   $        757
Other comprehensive income, net of tax:
  Foreign currency translation adjustments                     677            (781)            867            (745)
                                                      ------------    ------------    ------------    ------------

Comprehensive income (loss)                           $       (101)   $         47     $       574    $         12
                                                      ============    ============     ===========    ============



</TABLE>




























See notes to unaudited interim consolidated financial statements


<PAGE>
                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share amounts)
                                   (unaudited)

                                                    September 30,  December 31,
                                                        2009          2008
                                                     ----------    ---------
Assets
Current assets:
     Cash and cash equivalents ......................   $   4,859    $   6,227
     Accounts receivable-net ........................      37,147       53,582
     Inventories-net ................................      40,125       41,132
     Income tax refunds .............................         767          208
     Deferred income taxes ..........................       5,786        5,301
     Other current assets ...........................       3,193        3,588
                                                        ---------    ---------
         Total current assets .......................      91,877      110,038
Property, plant and equipment - net .................       6,523        6,879
Deferred income taxes ...............................         647        1,525
Goodwill ............................................      26,383       25,684
Intangible assets - net .............................       7,366        8,251
Other assets ........................................       1,721        1,611
                                                        ---------    ---------
           Total Assets .............................   $ 134,517    $ 153,988
                                                        =========    =========
Liabilities and Shareholders' Equity
Current liabilities:
     Current portion of long-term debt ..............   $   1,402    $   1,079
     Borrowings under lines of credit ...............       3,000        8,800
     Accounts payable ...............................       8,834       15,293
     Accrued salaries and benefits ..................       7,866        8,360
     Accrued expenses ...............................       3,144        3,962
     Customer deposits ..............................       2,098        6,157
     Deferred service revenue .......................      13,582       16,318
                                                        ---------    ---------
         Total current liabilities ..................      39,926       59,969
                                                        ---------    ---------
Long-term debt ......................................       4,863        5,852
                                                        ---------    ---------
Other long-term liabilities .........................       2,092        1,910
                                                        ---------    ---------
Shareholders' Equity:
     Preferred stock, $.02 par value,
       1,000,000 shares authorized ..................        --           --
     Common stock, $.02 par value,
       29,000,000 shares authorized;
       16,349,845 and 16,189,718 shares issued;
       14,697,090 and 14,536,963 outstanding ........         327          324
     Capital in excess of par value .................      40,975       40,173
     Retained earnings ..............................      52,375       52,668
     Accumulated other comprehensive loss ...........        (532)      (1,399)
     Treasury stock, at cost, 1,652,755 shares ......      (5,509)      (5,509)
                                                        ---------    ---------
         Total shareholders' equity .................      87,636       86,257
                                                        ---------    ---------
           Total Liabilities and Shareholders' Equity   $ 134,517    $ 153,988
                                                        =========    =========


See notes to unaudited interim consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>

                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
                                                                        For the nine months
                                                                          ended September 30,
                                                                       -----------------------
                                                                          2009          2008
                                                                       ----------    ---------
<S>                                                                      <C>         <C>
Cash flows from operating activities:
    Net income (loss) ................................................   $   (293)   $    757
    Adjustments to reconcile net income (loss) to net cash
           provided by (used in) operating activities:
         Depreciation and amortization ...............................      2,946       3,064
         Provision for bad debts .....................................      1,237         374
         Provision for obsolete inventory ............................      1,584       1,900
         Equity based compensation ...................................        505         285
         Deferred income tax .........................................       (166)        608
         Changes in operating assets and liabilities:
             Accounts receivable .....................................     15,478      (3,630)
             Inventories .............................................       (430)     (4,219)
             Income tax refunds ......................................       (368)       (544)
             Other current assets ....................................        343        (523)
             Other assets ............................................       (110)        153
             Accounts payable ........................................     (6,495)     (2,530)
             Accrued salaries and benefits ...........................       (587)       (977)
             Accrued expenses ........................................       (752)        369
             Customer deposits .......................................     (4,060)       (119)
             Deferred service revenue ................................     (2,810)       (532)
             Other long-term liabilities .............................        182        (148)
                                                                         --------    --------
               Net cash provided by (used in) operating activities ...      6,204      (5,712)
                                                                         --------    --------
Cash flows from investing activities:
    Capital expenditures .............................................     (1,045)       (939)
    Capitalization of software costs .................................       (553)       (641)
    Contingent purchase price paid on prior year acquisitions ........        (54)       (156)
    Cash received from voluntary conversion of long-lived other assets       --         1,571
                                                                         --------    --------
               Net cash provided by (used in) investing activities ...     (1,652)       (165)
                                                                         --------    --------
Cash flows from financing activities:
    Net borrowings (repayments) under line-of-credit agreements ......     (5,800)      5,041
    Payments of long-term debt .......................................       (666)       (415)
    Proceeds from the exercise of stock options ......................        300         480
    Excess tax benefit of stock options exercises ....................       --            41
                                                                         --------    --------
               Net cash provided by (used in) financing activities ...     (6,166)      5,147
                                                                         --------    --------
Effect of exchange rate changes on cash and cash equivalents .........        246        (809)
                                                                         --------    --------
Net decrease in cash and cash equivalents ............................     (1,368)     (1,539)
Cash and cash equivalents at beginning of period .....................      6,227       4,431
                                                                         --------    --------
Cash and cash equivalents at end of period ...........................   $  4,859    $  2,892
                                                                         ========    ========

Supplemental  disclosures of cash flow information:
Cash paid during the period for:

    Interest .........................................................   $    443    $    636
    Income taxes, net of refunds .....................................        449         437

See notes to unaudited interim consolidated financial statements
</TABLE>


<PAGE>


                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS


1.   The accompanying  unaudited interim consolidated  financial statements have
     been prepared by PAR  Technology  Corporation  (the  "Company" or "PAR") in
     accordance with U.S. generally accepted  accounting  principles for interim
     financial  statements and with the instructions to Form 10-Q and Regulation
     S-X pertaining to interim financial statements.  Accordingly, these interim
     financial  statements do not include all information and footnotes required
     by U.S.  generally  accepted  accounting  principles for complete financial
     statements.  In the  opinion  of the  Company,  such  unaudited  statements
     include all  adjustments  (which comprise only normal  recurring  accruals)
     necessary  for a fair  presentation  of the results for such  periods.  The
     results of  operations  for the three and nine months ended  September  30,
     2009 are not  necessarily  indicative  of the results of  operations  to be
     expected for any future period. The consolidated  financial  statements and
     notes thereto should be read in conjunction  with the audited  consolidated
     financial  statements  and  notes  for the year  ended  December  31,  2008
     included in the Company's December 31, 2008 Annual Report to the Securities
     and Exchange Commission on Form 10-K.

     The preparation of consolidated financial statements requires management of
     the Company to make a number of estimates and  assumptions  relating to the
     reported amounts of assets and liabilities and the disclosure of contingent
     assets and liabilities at the date of the consolidated financial statements
     and the  reported  amounts of  revenues  and  expenses  during the  period.
     Significant  items subject to such estimates and assumptions  include:  the
     carrying amount of property,  plant and equipment,  identifiable intangible
     assets and goodwill,  equity based compensation,  and valuation  allowances
     for  receivables,  inventories  and deferred  income taxes.  Actual results
     could differ from those estimates.

     The  economic  conditions  in  late  2008  and  year-to-date  2009  and the
     volatility in the financial markets in late 2008 and 2009, both in the U.S.
     and in many other countries where the Company  operates,  have  contributed
     and may continue to contribute  to higher  unemployment  levels,  decreased
     consumer spending,  reduced credit  availability  and/or declining business
     and  consumer  confidence.  Such  conditions  could  have an  impact on the
     markets in which the Company's  customers operate,  which could result in a
     reduction  of sales,  operating  income  and cash  flows  and could  have a
     material adverse impact on the Company's  significant  estimates  discussed
     above, specifically the fair value of the Company's reporting units used in
     support of its annual goodwill impairment test.

     Effective July 1, 2009, the Company adopted Financial  Accounting Standards
     Board ("FASB") Accounting Standards  Codification ("ASC") Topic 105-10 "The
     FASB Accounting Standards  Codification and Hierarchy of Generally Accepted
     Accounting Principles, a replacement of FASB Statement No. 162." ASC 105-10
     establishes  the  FASB  ASC  as  the  source  of  authoritative  accounting
     principles recognized by the FASB to be applied in preparation of financial
     statements in conformity with U.S. generally accepted accounting principles
     (GAAP).  The adoption of the  Codification did not change previous GAAP and
     had no impact on the Company's  consolidated financial position and results
     of  operations.  All prior  references  to previous  GAAP in the  Company's
     consolidated financial statements were updated for the new references under
     the Codification.

     The Company has evaluated  subsequent  events for recognition or disclosure
     in the financial statements through the date of issuance, November 9, 2009.

     Certain amounts for prior periods have been  reclassified to conform to the
     current period classification.
<PAGE>

2.   Inventories   are  primarily  used  in  the   manufacture  and  service  of
     Hospitality products. The components of inventory, net of related reserves,
     consist of the following:

                                                  (in thousands)
                                                  --------------
                                            September 30,  December 31,
                                                2009           2008
                                              --------      --------

               Finished goods ..........      $ 9,337        $ 7,761
               Work in process .........        1,730          1,425
               Component parts .........       10,803         13,661
               Service parts ...........       18,255         18,285
                                              -------        -------
                                              $40,125        $41,132
                                              =======        =======

     At  September  30, 2009 and  December  31,  2008,  the Company had recorded
     reserves for  shrinkage,  excess and obsolete  inventory of $3,190,000  and
     $3,267,000, respectively.

3.   The Company applies the fair value recognition provisions of ASC Topic 718.
     Total compensation expense included in operating expenses for the three and
     nine  months  ended   September   30,  2009  was  $135,000  and   $505,000,
     respectively. Total compensation expense included in operating expenses for
     the three  and nine  months  ended  September  30,  2008 was  $121,000  and
     $285,000,   respectively.   At  September   30,  2009,   the   unrecognized
     compensation  expense related to non-vested equity awards was $974,000 (net
     of  estimated   forfeitures)   which  is  expected  to  be   recognized  as
     compensation expense in fiscal years 2009 through 2014.

4.   Earnings per share is calculated in  accordance  with ASC Topic 260,  which
     specifies the  computation,  presentation  and disclosure  requirements for
     earnings per share (EPS). It requires the presentation of basic and diluted
     EPS. Basic EPS excludes all dilution and is based upon the weighted average
     number of common shares outstanding during the period. Diluted EPS reflects
     the potential dilution that would occur if securities or other contracts to
     issue common stock were exercised or converted into common stock.



<PAGE>



     The  following  is  a   reconciliation   of  the  weighted  average  shares
     outstanding  for the basic and  diluted  EPS  computations  (in  thousands,
     except per share data):
<TABLE>
<CAPTION>

                                                           For the three months
                                                            ended September 30,
                                                        ----------------------------
                                                             2009           2008
                                                        ------------    ------------
<S>                                                     <C>             <C>
Net income                                              $       (778)   $        828
                                                        ============    ============
Basic:
     Shares outstanding at beginning of period ......         14,535          14,418
     Weighted average shares issued during the period              9              22
                                                        ------------    ------------
     Weighted average common shares, basic ..........         14,544          14,440
                                                        ============    ============
     Earnings (loss) per common share, basic ........   $       (.05)   $        .06
                                                        ============    ============

Diluted:
     Weighted average common shares, basic ..........         14,544          14,440
     Weighted average shares issued during the period           --                22
     Dilutive impact of stock options and
       restricted stock awards ......................           --               361
                                                        ------------    ------------
     Weighted average common shares, diluted ........         14,544          14,823
                                                        ============    ============
     Earnings (loss) per common share, diluted ......   $       (.05)   $        .06
                                                        ============    ============
<CAPTION>


                                                           For the nine months
                                                            ended September 30,
                                                        ----------------------------
                                                             2009           2008
                                                        ------------    ------------
<S>                                                     <C>             <C>
Net income (loss) ...................................   $       (293)   $        757
                                                        ============    ============
Basic:
     Shares outstanding at beginning of period ......         14,471          14,372
     Weighted average shares issued during the period             35              32
                                                        ------------    ------------
     Weighted average common shares, basic ..........         14,506          14,404
                                                        ============    ============
     Earnings (loss) per common share, basic ........   $       (.02)   $        .05
                                                        ============    ============
Diluted:
     Weighted average common shares, basic ..........         14,506          14,404
     Weighted average shares issued during the period           --                32
     Dilutive impact of stock options and
       restricted stock awards ......................           --               351
                                                        ------------    ------------
     Weighted average common shares, diluted ........         14,506          14,787
                                                        ============    ============
     Earnings (loss) per common share, diluted ......   $       (.02)   $        .05
                                                        ============    ============
</TABLE>


5.   The Company  utilizes the fair value provisions of ASC Topic 820. ASC Topic
     820  describes  a fair value  hierarchy  based upon three  levels of input,
     which are:

     Level  1 -  quoted  prices  in  active  markets  for  identical  assets  or
     liabilities (observable)
     Level 2 - inputs other than Level 1 that are observable, either directly or
     indirectly, such as quoted prices for similar assets or liabilities, quoted
     prices in inactive markets, or other inputs that are observable market data
     for essentially the full term of the asset or liability (observable)
     Level 3 -  unobservable  inputs that are  supported  by little or no market
     activity, but are significant to determining the fair value of the asset or
     liability (unobservable)
<PAGE>

     The  Company's  interest  rate swap  agreement  is valued at the amount the
     Company  would have expected to pay to terminate  the  agreement.  The fair
     value  determination  was based upon the present  value of expected  future
     cash flows using the LIBOR rate, plus an applicable interest rate spread, a
     technique  classified within Level 2 of the valuation  hierarchy  described
     above. At September 30, 2009, the fair value of the Company's interest rate
     swap included a realized  loss of $283,000,  and is included as a component
     of accrued expenses within the  Consolidated  Balance Sheet. The associated
     fair value  adjustments  for the three and nine months ended  September 30,
     2009,  respectively,  are:  $18,000  and  $105,000  which are  included  as
     decreases to interest  expense.  The associated fair value  adjustments for
     the three and nine months  ended  September  30, 2008,  respectively,  are:
     $1,000 included as a decrease to interest expense;  and $16,200 included as
     an increase to interest expense.

6.   The Company's  reportable  segments are strategic  business units that have
     separate management teams and infrastructures that offer different products
     and services.

     The Company has two reportable  segments,  Hospitality and Government.  The
     Hospitality   segment  offers  integrated   solutions  to  the  hospitality
     industry.  These offerings  include  industry leading hardware and software
     applications utilized in point-of-sale,  back of store and corporate office
     applications as well as in the hotel/resort/spa  marketplace.  This segment
     also  offers  customer  support  including  field  service,   installation,
     twenty-four hour telephone support and depot repair. The Government segment
     provides  technical  expertise in the  development  of advanced  technology
     prototype  systems  primarily  for the  Department  of  Defense  and  other
     Governmental  agencies.  It provides services for operating and maintaining
     certain  U.S.  Government-owned  communication  and  test  sites,  and  for
     planning,  executing and evaluating  experiments  involving new or advanced
     radar systems. Intersegment sales and transfers are not significant.


<PAGE>


         Information as to the Company's segments is set forth below:

<TABLE>
<CAPTION>
                                                  (in thousands)
                                   For the three months      For the nine months
                                    ended September 30,       ended September 30,
                                  ----------------------    ----------------------
                                     2009        2008          2009         2008
                                  ----------------------    ----------------------
<S>                               <C>          <C>          <C>          <C>
Net revenues:
     Hospitality ..............   $  31,305    $  40,073    $ 103,695    $ 111,865
      Government ..............      17,340       17,894       55,376       55,443
     Other ....................       1,269         --          5,770         --
                                  ---------    ---------    ---------    ---------
           Total ..............   $  49,914    $  57,967    $ 164,841    $ 167,308
                                  =========    =========    =========    =========

Operating income (loss):
     Hospitality ..............   $  (2,004)   $     763    $  (2,980)   $  (1,218)
     Government ...............         972          920        2,848        2,793
     Other ....................        (284)        (191)        (466)        (285)
                                  ---------    ---------    ---------    ---------
                                     (1,316)       1,492         (598)       1,290
Other income, net .............          12          216          274          759
Interest expense ..............        (106)        (275)        (328)        (745)
                                  ---------    ---------    ---------    ---------
 Income (loss) before provision
  for income taxes ............   $  (1,410)   $   1,433    $    (652)   $   1,304
                                  =========    =========    =========    =========

Depreciation and amortization:
     Hospitality ..............   $     753    $     908    $   2,592    $   2,715
     Government ...............          17           22           58           72
     Other ....................         103           89          296          277
                                  ---------    ---------    ---------    ---------
            Total .............   $     873    $   1,019    $   2,946    $   3,064
                                  =========    =========    =========    =========

Capital expenditures:
     Hospitality ..............   $     256    $     244    $     765    $     814
     Government ...............        --           --             31           35
     Other ....................          20         --            249           90
                                  ---------    ---------    ---------    ---------
           Total ..............   $     276    $     244    $   1,045    $     939
                                  =========    =========    =========    =========

Revenues by geographic area:
     United States ............   $  44,690    $  50,978    $ 148,302    $ 147,067
     Other Countries ..........       5,224        6,989       16,539       20,241
                                  ---------    ---------    ---------    ---------
            Total .............   $  49,914    $  57,967    $ 164,841    $ 167,308
                                  =========    =========    =========    =========
</TABLE>


     The following table represents identifiable assets by business segment:

                                                 (in thousands)
                                          September 30,    December 31,
                                               2009             2008
                                         --------------    ------------
                  Identifiable assets:
                      Hospitality ....      $110,860         $127,678
                      Government .....        11,915           13,532
                      Other ..........        11,742           12,778
                                            --------         --------
                           Total .....      $134,517         $153,988
                                            ========         ========
<PAGE>

     The following table presents  identifiable  assets by geographic area based
on the location of the asset:

                                                 (in thousands)
                                          September 30,    December 31,
                                              2009            2008
                                          ------------     ----------

               United States .......        $117,816        $142,461
               Other Countries .....          16,701          11,527
                                            --------        --------
                      Total ........        $134,517        $153,988
                                            ========        ========


     The following table represents Goodwill by business segment:

                                                 (in thousands)
                                          September 30,    December 31,
                                              2009            2008
                                          ------------     ----------

               Hospitality .........        $ 25,680        $ 24,981
               Government ..........             703             703
                                            --------        --------
                      Total ........        $ 26,383        $ 25,684
                                            ========        ========


     Customers  comprising  10% or  more of the  Company's  total  revenues  are
summarized as follows:

                                 For the three months     For the nine months
                                  ended September 30,      ended September 30,
                                  ------------------      ------------------
                                    2009       2008        2009        2008
                                  -------    -------      ------      ------

 Restaurant Segment:
     McDonald's Corporation         22%         25%         25%         22%
     YUM! Brands, Inc. ....         14%         16%         12%         15%
 Government Segment:
     Department of Defense          36%         31%         34%         33%
 All Others ................        28%         28%         29%         30%
                                   ---         ---         ---         ---
                                   100%        100%        100%        100%
                                   ===         ===         ===         ===

<PAGE>


Item 2: Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Forward-Looking Statement

     This document contains  "forward-looking  statements" within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934.  Any  statements  in this document that do not
describe  historical  facts  are  forward-looking  statements.   Forward-looking
statements in this document (including  forward-looking statements regarding the
continued  health of the Hospitality  industry,  future  information  technology
outsourcing  opportunities,  changes in contract funding by the U.S. Government,
the impact of current world events on our results of operations,  the effects of
inflation on our margins,  and the effects of interest rate and foreign currency
fluctuations  on our results of operations) are made pursuant to the safe harbor
provisions of the Private Securities  Litigation Reform Act of 1995. When we use
words such as "intend," "anticipate,"  "believe," "estimate," "plan," "will," or
"expect",  we  are  making  forward-looking  statements.  We  believe  that  the
assumptions and expectations  reflected in such  forward-looking  statements are
reasonable,  based on  information  available to us on the date  hereof,  but we
cannot assure you that these  assumptions  and  expectations  will prove to have
been correct or that we will take any action that we presently  may be planning.
We have disclosed  certain  important factors that could cause our actual future
results to differ materially from our current expectations,  including a decline
in the volume of purchases made by one or a group of our major customers;  risks
in technology development and commercialization;  risks of downturns in economic
conditions generally,  and in the quick-service sector of the hospitality market
specifically;  risks associated with government contracts; risks associated with
competition  and  competitive  pricing  pressures;  and risks related to foreign
operations.  Forward-looking  statements made in connection with this report are
necessarily  qualified by these  factors.  We are not  undertaking  to update or
revise publicly any  forward-looking  statements if we obtain new information or
upon the occurrence of future events or otherwise.

Overview

     PAR Technology is a leading  provider of hospitality  technology  solutions
that includes software, hardware and professional/lifecycle  support services to
several industries including:  restaurants,  hotels/resorts/spas,  cruise lines,
movie  theaters  and  specialty  retailers.  In addition,  the Company  provides
applied  technology  and technical  outsourcing  services  primarily to the U.S.
Department  of  Defense.  PAR also  provides  best of breed  technical  tracking
systems that focus upon "cold chain" shipping and logistics for road,  rail, and
transit  markets by providing  advanced  integrated  solutions  for all types of
refrigerated and dry assets.

     The  Company's  hospitality  technology  products  are used in a variety of
applications  by thousands of  customers.  PAR faces  competition  in all of its

<PAGE>

markets (restaurants, hotels, spas, etc.) and competes primarily on the basis of
product  design,  features,  functions,  product  quality,  reliability,  price,
customer  service  and  deployment  capability.  The  most  recent  trend in the
hospitality  industry  has been to reduce  the number of  approved  vendors in a
specific concept to companies that have global  capabilities and reach in sales,
service  and  deployment,  can  achieve  quality and  delivery  standards,  have
multiple product  offerings,  R&D capability,  and can be competitive with their
pricing.  The  Company's   international  scope  as  a  technology  provider  to
hospitality  customers  is a  strategic  competitive  advantage  as the  Company
provides   innovative   solutions,   with   significant   global  reach  to  its
multinational  customers like McDonald's,  Yum! Brands,  Subway, CKE Restaurants
and the  Mandarin  Oriental  Hotel Group.  PAR's focus is to provide  completely
integrated  technology  products and services  with  industry  leading  customer
service in the market  segments in which it  competes.  The Company  continually
initiates new research and development  efforts to create innovative  technology
to meet our customers'  requirements  and also has high  probability for broader
market appeal and success.  PAR's business  focuses upon operating  efficiencies
and controlling costs.

     The  economic  conditions  in  late  2008  and  year-to-date  2009  and the
volatility in the financial  markets in late 2008 and 2009, both in the U.S. and
in many other countries  where the Company  operates,  have  contributed and may
continue  to  contribute  to  higher  unemployment  levels,  decreased  consumer
spending,  reduced credit  availability  and/or declining  business and consumer
confidence.  In  regards  to the  current  economic  downturn,  the  QSR  market
continues  to be strong  for the large  international  companies,  however,  the
Company has seen an impact on the regional QSR  organizations  whose business is
slowing  because  of higher  unemployment  and lack of  consumer  confidence  in
specific  domestic  regions.  These smaller  businesses  are also  struggling to
access affordable capital in the tight credit markets.  Such conditions have had
and  could  continue  to have an impact on the  markets  in which the  Company's
customers operate,  which could result in a reduction of sales, operating income
and cash flows.  These factors could also have a material  adverse impact on the
Company's  significant  estimates,  specifically the fair value of the Company's
reporting units used in support of its annual goodwill  impairment  test,  which
will be  conducted  in the  fourth  quarter,  and may  ultimately  result  in an
impairment charge.  However,  even with the difficult  environment,  the Company
remains optimistic about its prospects for recovery.  The Company expects one of
its large international  customers to embark upon an aggressive upgrade to their
in-store technology.  In addition the Company is observing an improvement in the
pipeline of business with its second tier customers.

     The Company is currently  focusing upon  enhancing  three distinct areas of
its  Hospitality  segment.  First,  PAR has been investing in its development of
next generation  software.  Second, the Company is building a highly capable and
further  reaching  distribution  channel.  Third,  as  the  Company's  customers
continue their expansion into  international  markets,  PAR is creating a global
infrastructure,  initially  focusing  on the  Asia/Pacific  rim  due to the  new
restaurant growth and concentration of PAR's customers in that region,  but also
one that will enhance our deployment and support globally.

     Approximately 34% of the Company's revenues are generated in our Government
segment.  PAR  provides  IT and  communications  support  services  to the  U.S.
Department  of  Defense.  The  performance  rating of PAR's  Government  segment
translates into  consistently  winning add-on and renewal  business and building
long-term  client-vendor  relationships.  PAR provides its clients the technical
expertise  necessary to operate and maintain complex technology systems utilized
by government agencies.
<PAGE>

     PAR's logistics management business continues to grow its business.  During
2009,  the Company  announced  several new contracts  including  KLLM  Transport
Services,  CR England and  Hapag-Lloyd  AG. PAR continues to expand its customer
base in the cold chain and dry van markets.  As the market  recognizes the value
proposition  associated  with the real time use of  location  and  environmental
information in both asset  management and cargo quality  assurance,  PAR is well
positioned in this emerging market.

     The Company will continue to leverage its core technical  capabilities  and
performance  into related  technical  areas and an expanding  customer base. PAR
will seek to accelerate this growth through strategic acquisitions of businesses
that broaden the Company's technology and/or business base.

Summary

     PAR  believes  it can be  successful  in its two core  business  segments -
Hospitality  and  Government  - due  to its  global  capabilities  and  industry
expertise.  The  majority  of  the  Company's  business  is in  the  quick-serve
restaurant sector of the hospitality  market. In regards to the current economic
downturn,  the QSR market  continues  to be strong  for the large  international
companies,  however,  the  Company  has  seen  an  impact  on the  regional  QSR
organizations  whose business is slowing because of higher unemployment and lack
of consumer  confidence in specific domestic regions.  These smaller  businesses
are also  struggling to access  affordable  capital in the tight credit markets.
However,  even with the difficult  environment,  the Company remains  optimistic
about  its  prospects  for  recovery.  The  Company  expects  one of  its  large
international  customers to embark upon an aggressive  upgrade to their in-store
technology.  In addition the Company is observing an improvement in the pipeline
of business with its second tier customers.

     It has been  the  Company's  experience  that its  Government  business  is
resistant  to  economic  cycles  including  reductions  in the  Federal  defense
budgets. PAR's I/T outsourcing business focuses on cost-effective  operations of
technology and  telecommunication  facilities which must function independent of
economic cycles and changing Federal defense budgets.


Results of Operations -- Three Months Ended September 30, 2009 Compared to Three
Months Ended September 30, 2008

     The  Company  reported  revenues of $49.9  million  for the  quarter  ended
September  30, 2009,  a decrease of 13.9% from the $58 million  reported for the
quarter ended  September 30, 2008.  The Company's net loss for the quarter ended
September 30, 2009 was $778,000, or $.05 diluted loss per share, compared to net
income of $828,000 and a $.06 diluted  earnings per share for the same period in
2008.
<PAGE>

     Product  revenues were $15.2  million for the quarter  ended  September 30,
2009, a decrease of 27.2% from the $20.9 million recorded in 2008. This decrease
was due to a  reduction  in sales to certain  restaurant  concepts  as new store
rollouts that occurred in 2008 did not recur in 2009. In addition,  sales in the
Company's luxury hotel,  resort and spa software business  experienced a decline
during the current quarter. These decreases were partially offset by an increase
in sales of the Company's  logistics  management  products to several commercial
customers.

     Customer  service  revenues  include  installation,  software  maintenance,
training,  twenty-four  hour help desk  support  and  various  depot and on-site
service  options.  Customer  service revenues were $17.0 million for the quarter
ended September 30, 2009, an 11.2% decrease from $19.2 million  reported for the
same period in 2008. This decrease is primarily due to a decline in installation
revenue  resulting  from the  overall  decrease  in  product  sales as well as a
decrease  associated  with the completion of a major service  initiative  with a
large restaurant  customer,  completed in the second quarter of 2009.  Partially
offsetting  these  decreases  are  increases  in  revenue  associated  with  the
Company's  depot service center as well as service  revenue  associated with the
Company's logistic management business.

     Contract  revenues were $17.7  million for the quarter ended  September 30,
2009, a decrease of 1% when compared to the $17.9 million for the same period in
2008.  This  decrease  was  primarily  due  to  timing;  more  specifically  the
completion  of various  contracts  prior to the  beginning of their  replacement
contracts.

     Product  margins for the quarter  ended  September  30, 2009 were 34.1%,  a
decline  from 42.6% for the same  period in 2008.  This  decrease in margins was
mostly due to a shift in product mix as well as a decrease  in software  revenue
in 2009 when compared to 2008.

     Customer  service  margins were 30.1% for the quarter  ended  September 30,
2009,  compared to 24.5% for the same period in 2008.  Service margins increased
primarily due to higher volume within the Company's depot service center as well
as through the execution of cost  reduction  strategies in the customer  service
organization.

     Contract  margins  were 6.1% for the  quarter  ended  September  30,  2009,
compared to 5.4% for the same period in 2008.  This  increase  was due to higher
margins on certain new fixed price contracts. The most significant components of
contract costs in 2009 and 2008 were labor and fringe benefits.  For 2009, labor
and fringe  benefits  were $12.3  million or 74% of contract  costs  compared to
$12.9 million or 76% of contract costs for the same period in 2008.

     Selling,   general  and  administrative  expenses  for  the  quarter  ended
September 30, 2009 were $8.6  million,  a decrease of 5.9% from the $9.1 million
for the same period in 2008.  This  decrease was primarily due to a reduction in
<PAGE>


sales  personnel  in the  Company's  restaurant  and hotel  and spa  businesses,
partially  offset  by an  increase  in  expense  associated  with the  Company's
logistic management business.

     Research and  development  expenses were $3.8 million for the quarter ended
September  30,  2009,  an  increase  of 5.9% from the $3.6  million for the same
period in 2008.  The  increase  was  primarily  attributable  to an  increase in
investment in the Company's  luxury hotel,  resort and spa software  business as
well as the continued  investment in its logistics  management  business.  These
increases  were  partially  offset by cost  reductions  achieved in  outsourcing
through the use of strategic restaurant product development relationships.

     Amortization of identifiable intangible assets was $371,000 for the quarter
ended September 30, 2009, compared to $388,000 for the same period in 2008. This
decrease was due to certain intangible assets becoming fully amortized in 2008.

     Other  income,  net, was $12,000 for the quarter  ended  September 30, 2009
compared  to  $216,000  for the same  period  in 2008.  Other  income  primarily
includes  rental income and foreign  currency gains and losses.  The decrease is
primarily due to a decline in foreign currency gains.

     Interest expense  represents  interest charged on the Company's  short-term
borrowing  requirements from banks and from long-term debt. Interest expense was
$106,000 for the quarter  ended  September  30, 2009 as compared to $275,000 for
the same period in 2008. The decrease is primarily due to lower borrowings and a
lower average borrowing rate in 2009 compared to 2008.

     For the quarters ended September 30, 2009 and 2008, the Company's  expected
effective income tax rate based on projected pre-tax income was 44.8% and 42.2%,
respectively. The variance from the federal statutory rate in 2009 was primarily
due to state income taxes and various nondeductible expenses partially offset by
the research and  experimental  tax credit.  For 2008, the increase in effective
tax rate was  primarily  attributable  to the  expiration  of the  research  and
experimental tax credit at the end of 2007. Also contributing to the increase in
effective  tax rate was the taxable  portion of the proceeds  from the voluntary
conversion  of a  Company-owned  life  insurance  policy  in  2008.

Results of Operations  -- Nine Months Ended  September 30, 2009 Compared to Nine
Months Ended September 30, 2008

     The Company  reported  revenues of $164.8 million for the nine months ended
September 30, 2009, a decrease of 1.5% from the $167.3 million  reported for the
nine months ended September 30, 2008. The Company's net loss for the nine months
ended September 30, 2009 was $293,000,  or $.02 diluted loss per share, compared
to net income of $757,000 or $.05 diluted earnings per share for the same period
in 2008.
<PAGE>

     Product revenues were $52.6 million for the nine months ended September 30,
2009, a decrease of 10.1% from the $58.6 million recorded in 2008. This decrease
was due to a  reduction  in sales to certain  restaurant  concepts  as new store
rollouts that occurred in 2008 did not recur in 2009. In addition,  sales in the
Company's luxury hotel,  resort and spa software business  experienced a decline
during the current quarter. These decreases were partially offset by an increase
in sales of the Company's  logistics  management  products to several commercial
customers.

     Customer  service  revenues  include  installation,  software  maintenance,
training,  twenty-four  hour help desk  support  and  various  depot and on-site
service  options.  Customer  service  revenues  were $56.1  million for the nine
months ended September 30, 2009, a 5.2% increase from $53.3 million reported for
the same period in 2008.  This  increase  is  primarily  due to a major  service
initiative with a large restaurant  customer.  Also  contributing to this growth
was an increase in revenue associated with the Company's depot service center as
well as  service  revenue  associated  with the  Company's  logistic  management
business.

     Contract  revenues were $56.1  million for the nine months ended  September
30, 2009, an increase of 1.3% when compared to the $55.4 million recorded in the
same  period  in 2008.  This  increase  was  primarily  due to the  start of new
contracts in the information  technology  outsourcing area, including the timing
of subcontract work and material purchases.

     Product  margins for the nine months ended September 30, 2009 were 34.3%, a
decline from 41.9% for the same period in 2008. This decrease in margins was due
to a shift in product mix as hardware sales  increased  while  software  revenue
decreased  in 2009  when  compared  to 2008.  The  lower  software  revenue  was
attributable  to a drop in table  service  revenue as the Company  fulfilled the
requirements of a major customer in 2008.

     Customer service margins were 29.1% for the nine months ended September 30,
2009, an increase compared to 25.3% for the same period in 2008. Service margins
increased primarily due to higher installation revenue from a special initiative
with a major restaurant  customer as well as through the Company's  execution of
its cost reduction strategy throughout the service  organization.  Additionally,
service  margins were favorably  impacted by margins earned by the depot service
repair center due to higher volume.

     Contract margins were 5.5% for the nine months ended September 30, 2009, an
increase  compared to 5.3% for the same period in 2008. This increase was due to
higher  margins on  certain  new fixed  price  contracts.  The most  significant
components  of contract  costs in 2009 and 2008 were labor and fringe  benefits.
For 2009,  labor and fringe benefits were $38.7 million or 73% of contract costs
compared to $39.3 million or 75% of contract costs for the same period in 2008.
<PAGE>

     Selling,  general and  administrative  expenses  for the nine months  ended
September  30,  2009 were $26.8  million,  relatively  unchanged  from the $26.9
million for the same period in 2008. This change was due to a reduction in sales
personnel in the Company's  restaurant and hotel and spa  businesses,  partially
offset  by an  increase  in  expense  associated  with  the  Company's  logistic
management business.

     Research and  development  expenses  were $10.1 million for the nine months
ended  September  30, 2009, a decrease of 12.5 % from the $11.6  million for the
same period in 2008. The decrease was primarily  attributable to cost reductions
achieved in outsourcing  through  strategic  relationships,  which was partially
offset by the Company's investment in its logistics management business.

     Amortization  of  identifiable  intangible  assets was $1.1 million for the
nine months  ended  September  30,  2009,  compared to $1.2 million for the same
period in 2008.  This  decrease was due to certain  intangible  assets  becoming
fully amortized in 2008.

     Other  income,  net, was $274,000 for the nine months ended  September  30,
2009  compared to $759,000 for the same period in 2008.  Other income  primarily
includes  rental income and foreign  currency gains and losses.  The decrease is
primarily due to a decline in foreign currency gains.

     Interest expense  represents  interest charged on the Company's  short-term
borrowing  requirements from banks and from long-term debt. Interest expense was
$328,000  for the nine months ended  September  30, 2009 as compared to $745,000
for the same period in 2008.  The  decrease is primarily  due to lower  interest
expense recognized on the Company's interest rate swap agreement that it entered
into in September 2007. The decline was also due to lower borrowings and a lower
average borrowing rate in 2009 compared to 2008.

     For the nine  months  ended  September  30,  2009 and 2008,  the  Company's
expected  effective income tax rate based on projected  pre-tax income was 55.1%
and 41.9%,  respectively.  The variance from the federal  statutory rate in 2009
was  primarily  due to state  income  taxes and various  nondeductible  expenses
partially  offset by the research and  experimental  tax credit.  For 2008,  the
increase in effective tax rate was primarily  attributable  to the expiration of
the research and experimental  tax credit at the end of 2007. Also  contributing
to the  increase in effective  tax rate was the taxable  portion of the proceeds
from the voluntary conversion of a Company-owned life insurance policy in 2008.

Liquidity and Capital Resources

     The  Company's  primary  sources  of  liquidity  have  been  cash flow from
operations and lines of credit with various  banks.  Cash provided by operations
was $6.2 million for the nine months ended  September  30, 2009 compared to cash
used by  operations  of $5.7 million for 2008.  In 2009,  cash was  generated by

<PAGE>

collection  of  accounts  receivable  partially  offset by a decline in accounts
payable,  customer  deposits,  and deferred service  revenue.  In 2008, cash was
impacted  by the  timing  of  payments  to  vendors  and a  growth  in  accounts
receivable and inventory.

     Cash used in  investing  activities  was $1.7  million  for the nine months
ended  September  30, 2009 versus cash used in investing  activities of $165,000
for the same period in 2008. In 2009,  capital  expenditures were $1 million and
were primarily for  manufacturing,  office and computer  equipment.  Capitalized
software costs relating to software  development of Hospitality segment products
were  $553,000 in 2009.  In 2008,  capital  expenditures  were $939,000 and were
principally  for computer  equipment.  Capitalized  software  costs  relating to
software  development  of  Hospitality  segment  products were $641,000 in 2008.
Additionally,  in 2008 the Company  received  $1.6  million  from the  voluntary
conversion of a Company-owned life insurance policy.

     Cash used in  financing  activities  was $6.2  million  for the nine months
ended  September 30, 2009 versus cash provided of $5.1 million in 2008. In 2009,
the Company decreased its short-term  borrowings by $5.8 million,  decreased its
long-term  debt by $666,000  and also  benefited  $300,000  from the exercise of
employee stock  options.  In 2008,  the Company  increased its  short-term  bank
borrowings by $5 million, decreased its long-term debt by $415,000 and benefited
$480,000 from the exercise of employee stock options.

     The Company has a credit  agreement with a bank under which the Company has
a borrowing availability up to $20 million in the form of a line of credit. This
agreement allows the Company,  at its option,  to borrow funds at the LIBOR rate
plus the applicable  interest rate spread (1.5% at September 30, 2009) or at the
bank's prime  lending rate plus the  applicable  interest  rate spread (3.25% at
September 30, 2009). This agreement expires in June 2011. At September 30, 2009,
there was $3 million  outstanding  under this  agreement.  The weighted  average
interest  rate paid by the Company  was 2.1%  during the third  quarter of 2009.
This  agreement  contains  certain loan covenants  including  leverage and fixed
charge  coverage  ratios.  The Company is in compliance  with these covenants at
September  30, 2009.  This credit  facility is secured by certain  assets of the
Company.

     In 2006,  the Company  borrowed  $6 million  under an  unsecured  term loan
agreement,  executed  as an  amendment  to one of its then  bank  line of credit
agreements,  in connection with the asset acquisition of SIVA  Corporation.  The
loan  provides  for  interest  only  payments  in the first year and  escalating
principal  payments through 2012. The loan bears interest at the LIBOR rate plus
the  applicable  interest  rate spread  (1.5% at  September  30, 2009) or at the
bank's prime  lending rate plus the  applicable  interest  rate spread (3.25% at
September 30, 2009).  The terms and  conditions of the line of credit  agreement
described in the preceding paragraph also apply to the term loan.
<PAGE>

     In September 2007, the Company entered into an interest rate swap agreement
associated with the above $6 million loan, with principal and interest  payments
due through  August 2012. At September 30, 2009, the notional  principal  amount
totaled $4.5 million.  This  instrument  was utilized by the Company to minimize
significant unplanned fluctuations in earnings and cash flows caused by interest
rate volatility.  The Company did not adopt hedge accounting, but rather records
the fair  market  value  adjustments  through  the  consolidated  statements  of
operations each period.  The associated fair value  adjustment for the three and
nine months ended September 30, 2009 are $18,000 and $105,000, respectively, and
are included as decreases to interest expense.

     In September 2009, the Company modified its $1.7 million mortgage, which is
collateralized  by certain real estate.  The annual mortgage  payment  including
interest totals  $222,000.  The mortgage bears interest at a fixed rate of 5.75%
and matures in 2019. The terms of this agreement were modified to extend payment
through 2019.

     During  fiscal  year  2009,  the  Company   anticipates  that  its  capital
requirements will be approximately $1 to $2 million.  The Company does not enter
into long term  contracts  with its major  Hospitality  segment  customers.  The
Company  commits  to  purchasing   inventory  from  its  suppliers  based  on  a
combination  of internal  forecasts and the actual orders from  customers.  This
process, along with good relations with suppliers, minimizes the working capital
investment  required  by the  Company.  Although  the  Company  lists  two major
customers,  McDonald's  and Yum!  Brands,  it sells to  hundreds  of  individual
franchisees of these corporations, each of which is individually responsible for
its own debts. These broadly made sales  substantially  reduce the impact on the
Company's  liquidity  if one  individual  franchisee  reduces  the volume of its
purchases  from the  Company in a given  year.  The  Company,  based on internal
forecasts,  believes  its  existing  cash,  line of  credit  facilities  and its
anticipated operating cash flow will be sufficient to meet its cash requirements
through at least the next twelve months.  However,  the Company may be required,
or could elect,  to seek  additional  funding prior to that time.  The Company's
future capital  requirements  will depend on many factors  including its rate of
revenue growth, the timing and extent of spending to support product development
efforts,  expansion of sales and marketing,  the timing of  introductions of new
products and  enhancements to existing  products,  and market  acceptance of its
products.  The Company  cannot assure that  additional  equity or debt financing
will be  available  on  acceptable  terms or at all.  The  Company's  sources of
liquidity  beyond  twelve  months,  in  management's  opinion,  will be its cash
balances on hand at that time,  funds  provided by operations,  funds  available
through  its lines of credit and the  long-term  credit  facilities  that it can
arrange.
<PAGE>

Recently Issued Accounting Pronouncements Not Yet Adopted

     In  October  2009,  the  FASB  issued  ASU No.  2009-14,  "Certain  Revenue
Arrangements  That Include  Software  Elements." ASU No. 2009-14 amends guidance
included  within  ASC Topic  985-605  to exclude  tangible  products  containing
software  components  and  non-software  components  that  function  together to
deliver the product's essential functionality. Entities that sell joint hardware
and software  products that meet this scope exception will be required to follow
the guidance of ASU No. 2009-13. ASU No. 2009-14 is effective  prospectively for
revenue  arrangements  entered  into or  materially  modified  in  fiscal  years
beginning  on  or  after  June  15,  2010.  Early  adoption  and   retrospective
application are also permitted.  The Company is currently  evaluating the impact
of adopting the provisions of ASU No. 2009-14.

     In October  2009,  the FASB issued ASU No.  2009-13,  "Multiple-Deliverable
Revenue Arrangements." ASU No. 2009-13 amends guidance included within ASC Topic
605-25 to  require  an entity to use an  estimated  selling  price  when  vendor
specific  objective  evidence or acceptable  third party evidence does not exist
for any products or services  included in a multiple  element  arrangement.  The
arrangement  consideration  should be allocated  among the products and services
based  upon their  relative  selling  prices,  thus  eliminating  the use of the
residual  method  of  allocation.   ASU  No.  2009-13  also  requires   expanded
qualitative and quantitative  disclosures  regarding  significant judgments made
and  changes  in  applying  this   guidance.   ASU  No.   2009-13  is  effective
prospectively for revenue  arrangements  entered into or materially  modified in
fiscal  years  beginning  on  or  after  June  15,  2010.   Early  adoption  and
retrospective   application  are  also  permitted.   The  Company  is  currently
evaluating the impact of adopting the provisions of ASU No. 2009-13.

     In  June  2009,  the  FASB  issued  SFAS  No.  167,   "Amendments  to  FASB
Interpretation  No.  46(R)."  This  Statement  requires  entities  to  perform a
qualitative analysis to determine whether a variable interest gives the entity a
controlling  financial  interest in a variable  interest entity.  This Statement
also requires an ongoing  reassessment of variable  interests and eliminates the
quantitative  approach  previously required for determining whether an entity is
the primary  beneficiary.  SFAS No. 167 is effective  as of the  beginning of an
entity's first annual  reporting period that begins after November 15, 2009 (the
Company's 2010 fiscal year).  The Company is currently  evaluating the potential
impact,  if any, of the adoption of SFAS No. 167 on its  consolidated  financial
statements. Statement No. 167 has not yet been included within the codification.

Recently Adopted Accounting Pronouncements

     Effective July 1, 2009, the Company adopted Financial  Accounting Standards
Board ("FASB") Accounting Standards  Codification ("ASC") Topic 105-10 "The FASB
Accounting Standards Codification and Hierarchy of Generally Accepted Accounting
Principles, a replacement of FASB Statement No. 162." ASC 105-10 establishes the
<PAGE>

FASB ASC as the source of authoritative  accounting principles recognized by the
FASB to be applied in  preparation  of financial  statements in conformity  with
U.S. generally  accepted  accounting  principles.  The adoption did not have any
impact on the Company's consolidated financial statements.

     Effective  April 1, 2009, the Company  adopted ASC  855-10-20,  "Subsequent
Events." ASC  855-10-20,  establishes  accounting  and  reporting  standards for
events that occur after the balance sheet date but before  financial  statements
are issued or are available to be issued and requires the disclosure of the date
through  which a company has evaluated  subsequent  events.  This  statement was
effective for the period ended June 30, 2009,  and the adoption did not have any
impact on the Company's consolidated financial statements.

     Effective  April  1,  2009,  the  Company   adopted  ASC  825,   "Financial
Instruments."  ASC 825  requires  disclosures  about  fair  value  of  financial
instruments in interim  financial  information for periods ending after June 15,
2009..  The adoption of this  standard did not have any impact on the  Company's
consolidated financial statements.

     Effective  January 1, 2009, the Company  accounts for its  acquisitions  in
accordance with ASC Topic 805. Topic 805,  applies to all  transactions or other
events  in  which an  entity  obtains  control  of one or more  businesses,  and
requires that the  acquisition  method be used for such  transactions or events.
Topic 805, with limited exceptions, requires an acquirer to recognize the assets
acquired,  the  liabilities  assumed,  and any  noncontrolling  interest  in the
acquiree at the acquisition date, measured at their fair values as of that date.
This will result in  acquisition  related  costs and  anticipated  restructuring
costs related to the acquisition  being recognized  separately from the business
combination.  The  adoption  of ASC 805 as of  January  1, 2009 did not have any
impact on the Company's consolidated financial statements.


Critical Accounting Policies

     In our Annual Report on Form 10-K for the year ended  December 31, 2008, we
disclose accounting policies,  referred to as critical accounting policies, that
require  management  to use  significant  judgment or that  require  significant
estimates.  Management  regularly  reviews the selection and  application of our
critical  accounting  policies.  There  have  been no  updates  to the  critical
accounting  policies  contained  in our Annual  Report on Form 10-K for the year
ended December 31, 2008.

Off-Balance Sheet Arrangements

     The Company does not have any off-balance sheet arrangements.

<PAGE>



Item 3.  Quantitative and Qualitative Disclosures about Market Risk

INFLATION

     Inflation  had little effect on revenues and related costs during the first
nine months of 2009.  Management  anticipates that margins will be maintained at
acceptable levels to minimize the affects of inflation, if any.

INTEREST RATES

     As of  September  30,  2009,  the  Company  has $3.3  million  in  variable
long-term  debt and $4.2  million  in  variable  short-term  debt.  The  Company
believes that an adverse  change in interest rates of 100 basis points would not
have a  material  impact  on  our  business,  financial  condition,  results  of
operations or cash flows.

FOREIGN CURRENCY

     The Company's  primary exposures relate to certain  non-dollar  denominated
sales and operating  expenses in Europe and Asia.  These primary  currencies are
the Euro, the Australian  dollar and the Singapore dollar.  Management  believes
that foreign currency  fluctuations  should not have a significant impact on our
business,  financial conditions,  and results of operations or cash flows due to
the low volume of business affected by foreign currencies.

Item 4. Controls and Procedures

     (a) Evaluation of Disclosure Controls and Procedures.


     Based on an evaluation of the Company's  disclosure controls and procedures
(as defined in Rule 13a-15(e)  under the Securities  Exchange Act of 1934) as of
September 30, 2009, the end of the period  covered by this  Quarterly  Report on
Form 10-Q (the "Evaluation  Date"),  conducted under the supervision of and with
the  participation of the Company's chief executive  officer and chief financial
officer, such officers have concluded that the Company's disclosure controls and
procedures,  which  are  designed  to ensure  that  information  required  to be
disclosed  by the  Company in the  reports  that it files or  submits  under the
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods  specified  in the SEC's  rules and forms and  designed  to ensure  that
information  required to be  disclosed  by the  Company in the reports  filed or
submitted under the Exchange Act is accumulated  and  communicated to management
including the chief executive and financial officers,  as appropriate,  to allow
timely  decisions  regarding  required  disclosures,  are  effective  as of  the
Evaluation Date.

     (b) Changes in Internal Control over Financial Reporting.
<PAGE>

     There was no change  in the  Company's  internal  controls  over  financial
reporting,  as defined in Rule  13a-15(f) of the Exchange Act during the quarter
ended September 30, 2009 that has materially  affected,  or is reasonably likely
to materially affect, such internal controls over financial reporting.

                          PART II - OTHER INFORMATION

Item 1A.  Risk Factors

     The Company is exposed to certain risk  factors that may effect  operations
and/or  financial  results.  The  significant  factors  known to the Company are
described in the Company's most recently filed Annual Report on Form 10-K. There
have been no material  changes from the risk factors as previously  disclosed in
the Company's Annual Report on Form 10-K.


Item 4.  Submission of Matters to a Vote of Security Holders

     None.



Item 5.  Other Information


     On July 28, 2009 PAR Technology  Corporation furnished a report on Form 8-K
pursuant to Item 2.02  (Results of Operations  and Financial  Condition) of that
Form relating to its financial  information for the quarter ended June 30, 2009,
as presented in the press release of July 28, 2009 and  furnished  thereto as an
exhibit.





<PAGE>


Item 6.  Exhibits

                                List of Exhibits


            Exhibit No.               Description of Instrument
            -----------               -------------------------

              31.1               Certification of Chairman of the Board
                                 and Chief Executive Officer Pursuant
                                 to Section 302 of the Sarbanes-Oxley Act
                                 of 2002.

              31.2               Certification of Vice President, Chief
                                 Financial Officer, Treasurer, and Chief
                                 Accounting Officer Pursuant to Section 302
                                 of the Sarbanes-Oxley Act of 2002.

              32.1               Certification of Chairman of the Board and
                                 Chief Executive Officer and Vice President,
                                 Chief Financial Officer, Treasurer, and
                                 Chief Accounting Officer Pursuant
                                 to 18 U.S.C. Section 1350, as Adopted
                                 Pursuant to Section 906 of the Sarbanes-Oxley
                                 Act of 2002.


<PAGE>




                                   SIGNATURES




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.











                                         PAR TECHNOLOGY CORPORATION
                                         --------------------------
                                                (Registrant)









Date:  November 9, 2009



                                       RONALD J. CASCIANO
                                       --------------------------------
                                       Ronald J. Casciano
                                       Vice President, Chief Financial Officer,
                                       Treasurer, and Chief Accounting Officer











<PAGE>




                                  Exhibit Index




                                                                   Sequential
                                                                      Page
                          Exhibit                                    Number
                          -------                                    ------

31.1       Certification of Chairman of the Board                      E-1
           and Chief Executive Officer Pursuant
           to Section 302 of the Sarbanes-Oxley Act
           of 2002.

31.2       Certification of Vice President, Chief                      E-2
           Financial Officer, Treasurer, and Chief
           Accounting Officer Pursuant to Section 302
           of the Sarbanes-Oxley Act of 2002.

32.1       Certification of Chairman of the Board                      E-3
           and Chief Executive Officer and
           Vice President, Chief Financial Officer,
           Treasurer, and Chief Accounting Officer
           Pursuant to 18 U.S.C. Section 1350, as
           Adopted Pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002.